333-175684
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 
TIM Participações S.A.
(Exact name of issuer of deposited securities as specified in its charter)

TIM Holding Company
(Translation of issuer's name into English)

Federative Republic of Brazil
(Jurisdiction of Incorporation or organization of Issuer)
 
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12
New York, New York 10004
Tel. No.: (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680  
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York  10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466
  x  immediately upon filing                     o  on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box.  o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum
aggregate price per
unit (1)
Proposed maximum
aggregate offering
price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five common shares of TIM Participações S.A.
n/a
n/a
n/a
n/a
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k),  such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.
 
 
 
 
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1) Name and address of Depositary  
Introductory paragraph
       
(2) Title of American Depositary Receipts and identity of deposited securities  
Face of American Depositary Receipt, top center
       
  Terms of Deposit:    
       
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
         
  (ii)
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
         
  (iii)
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
         
  (iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
         
  (v)
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
         
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
         
  (vii)
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
         
  (viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
 
Paragraph (3)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
         
  (x)
Limitation upon the liability of the Depositary
 
Paragraph (14)
         
(3) Fees and Charges  
Paragraph (7)
 
Item 2.  AVAILABLE INFORMATION
         
Item Number and Caption  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(b)  
Statement that TIM  Participações S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
Paragraph (8)
 
 
 
 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Amended and Restated Deposit Agreement dated as of          , 2017 among TIM Participações S.A. (fka Tele Celular Sul Participações S.A.) (the “ Company ”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as depositary (the “ Depositary ”), and the holders from time to time of the American Depositary Receipts issued thereunder (the “ Deposit Agreement ”),   including the form of American Depositary Receipt,.  Filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby .  Not applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years .  Not applicable.
 
 
(d)
Opinion of  counsel to the Depositary as to the legality of the securities being registered .  Previously filed.
 
 
(e)
Certification under Rule 466 .  Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney.   Included as part of the signature pages hereto.
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6  to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on February 27, 2017.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
       
  By:
JPMORGAN CHASE BANK, N.A., as Depositary
 
       
 
By:
/s/  Gregory A. Levendis  
  Name: 
Gregory A. Levendis
 
  Title: Executive Director  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, TIM Participações S.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Registration Statement on Post-Effective Amendment to Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized   in the City of Rio de Janeiro, The Federative Republic of Brazil, on February 27, 2017.
 
 
TIM Participações S.A.
 
       
 
By:
/s/  Stefano De Angelis  
  Name: 
Stefano De Angelis
 
  Title:
Chief Executive Officer
 
       
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the individuals whose signature appears below constitutes and appoints Stefano De Angelis his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities set forth below on February 27, 2017.
 
Name
 
Title
     
/s/ Franco Bertone
 
Chairman of the Board
Franco Bertone
   
     
/s/ Stefano De Angelis
 
Board Member and Chief Executive Officer
Stefano De Angelis
   
     
   
Board Member
Francesca Petralia
   
     
/s/ Manoel Horacio Francisco da Silva
 
Board Member
Manoel Horacio Francisco da Silva
   
     
/s/ Alberto Emmanuel Carvalho Whitaker
 
Board Member
Alberto Emmanuel Carvalho Whitaker
   
 
 
 
 
 
     
   
Board Member
Piergiorgio Peluso
   
     
   
Board Member
Oscar Cicchetti
   
 
   
/s/ Adhemar Gabriel Bahadian
 
Board Member
Adhemar Gabriel Bahadian
   
     
   
Board Member
Mario di Mauro
   
     
/s/ Herculano Aníbal Alves
 
Board Member
Herculano Aníbal Alves
   
     
/s/ Adrian Calaza
 
Chief Financial Officer
Adrian Calaza
   
     
/s/ Gregory F. Lavelle
 
Authorized Representative in the
Gregory F. Lavelle
 
United States
Puglisi & Associates
   
 
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit
Number
 
   
(a)
Form of Amended and Restated Deposit Agreement
   
(e)
Certification under Rule 466.

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